EX-99.2 3 tm234317d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

Magna International Inc.

 

Consolidated Financial Statements

 

December 31, 2022

 

 

 

 

 

Magna International Inc.

337 Magna Drive

Aurora, Ontario L4G 7K1

Tel       (905) 726-2462

Fax       (905) 726-7164

 

Consolidated Financial Statements

 

Magna International Inc. 

December 31, 2022

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of Magna International Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Magna International Inc. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to an account or disclosure that is material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment.

 

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

 

Inventories — Evaluation of sufficiency of audit evidence over the existence of inventories — Refer to Note 1 and Note 5 to the financial statements

 

Critical Audit Matter Description

 

Inventories include production inventories that are comprised of raw materials and supplies, work-in-process and finished goods. The balances are geographically dispersed across several countries and in many manufacturing operations, product development and engineering centres (collectively “locations”). The processes to account for the existence of production inventories are complex and management relies on various perpetual inventory systems which include multiple information technology (IT) systems. To validate the accuracy of the inventory records, the Company performs a combination of annual physical inventory counts which take place at/or near year-end and/or cyclical physical inventory counts throughout the year.

 

 

 

 

Given the importance of inventories to the Company’s operations and the performance of audit procedures over a large number of geographically dispersed locations, evaluating the sufficiency of audit evidence over the existence of inventories required a high degree of auditor judgement and an increased extent of audit effort, including the need to involve technical specialists with subject matter expertise in assessing the appropriateness of the nature, extent and timing of the physical inventory count procedures to be performed.

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our audit procedures over the existence of inventories included the following, among others:

 

·Evaluated the effectiveness of certain controls over the Company’s inventory count processes at select locations, including internal controls related to the physical counting of inventories at those locations;

 

·Analyzed locations with inventories to determine where to attend the Company’s physical inventory counts;

 

·With the assistance of specialists with expertise in inventories, determined the nature, timing and extent of procedures to be performed based on the timing of the Company’s physical inventory count procedures, which included:

 

oOn a sample basis, performing test counts and comparing the results to the Company’s inventory records;

 

oFor annual physical inventory counts which took place at a date other than year-end, performing incremental procedures on the roll-forward period;

 

·With the assistance of specialists in IT, evaluated the general IT controls and automated controls relevant to the inventory management systems;

 

·Evaluated the overall sufficiency of audit evidence obtained over the existence of inventories.

 

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 26, 2023

 

We have served as the Company's auditor since 2014.

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of Magna International Inc.

 

Opinion on Internal Control over Financial Reporting

 

We have audited the internal control over financial reporting of Magna International Inc. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022 of the Company and our report dated February 26, 2023, expressed an unqualified opinion on those financial statements.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ Deloitte LLP

 

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 26, 2023

 

 

 

 

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

[U.S. dollars in millions, except per share figures]

 

Years ended December 31,

 

   Note   2022   2021 
Sales       $37,840   $36,242 
Costs and expenses               
Cost of goods sold        33,188    31,097 
Depreciation and amortization        1,419    1,512 
Selling, general and administrative        1,660    1,717 
Interest expense, net   13    81    78 
Equity income        (89)   (148)
Other expense, net   2    703    38 
Income from operations before income taxes        878    1,948 
Income taxes   9    237    395 
Net income        641    1,553 
Income attributable to non-controlling interests        (49)   (39)
Net income attributable to Magna International Inc.       $592   $1,514 
Earnings per Common Share:   3           
Basic       $2.04   $5.04 
Diluted       $2.03   $5.00 
Weighted average number of Common Shares outstanding during the year [in millions]:   3           
Basic        290.4    300.6 
Diluted        291.2    302.8 

 

See accompanying notes

 

 

 

 

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

[U.S. dollars in millions]

 

Years ended December 31,

 

   Note   2022   2021 
Net income       $641   $1,553 
Other comprehensive (loss) income, net of tax:   18           
Net unrealized loss on translation of net investment in foreign operations        (531)   (178)
Net unrealized gain on cash flow hedges        1    34 
Reclassification of net gain on cash flow hedges to net income        (20)   (52)
Reclassification of net loss on pensions to net income        6    9 
Reclassification of loss on translation of net investment in foreign operations to income        203     
Pension and post-retirement benefits        82    26 
Other comprehensive loss        (259)   (161)
Comprehensive income        382    1,392 
Comprehensive income attributable to non-controlling interests        (13)   (48)
Comprehensive income attributable to Magna International Inc.       $369   $1,344 

 

See accompanying notes

 

 

 

 

MAGNA INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

[U.S. dollars in millions, except shares issued]

 

As at December 31, 

 

   Note   2022   2021 
ASSETS               
Current assets               
Cash and cash equivalents   4   $1,234   $2,948 
Accounts receivable        6,791    6,307 
Inventories   5    4,180    3,969 
Prepaid expenses and other        320    278 
         12,525    13,502 
Investments   6    1,429    1,593 
Fixed assets, net   7    8,173    8,293 
Operating lease right-of-use assets   14    1,595    1,700 
Goodwill   8    2,031    2,122 
Intangible assets, net   10    452    493 
Deferred tax assets   9    491    421 
Other assets   11,15    1,093    962 
        $27,789   $29,086 
LIABILITIES AND SHAREHOLDERS' EQUITY               
Current liabilities               
Short-term borrowing       $8   $ 
Accounts payable        6,999    6,465 
Other accrued liabilities   12    2,118    2,156 
Accrued salaries and wages        850    851 
Income taxes payable        93    200 
Long-term debt due within one year   13    654    455 
Current portion of operating lease liabilities   14    276    274 
         10,998    10,401 
Long-term debt   13    2,847    3,538 
Operating lease liabilities   14    1,288    1,406 
Long-term employee benefit liabilities   15    548    700 
Other long-term liabilities   16    461    376 
Deferred tax liabilities   9    312    440 
         16,454    16,861 
Shareholders' equity               
Common Shares [issued: 2022 – 285,931,816; 2021 – 297,871,976]   17    3,299    3,403 
Contributed surplus        111    102 
Retained earnings        8,639    9,231 
Accumulated other comprehensive loss   18    (1,114)   (900)
         10,935    11,836 
Non-controlling interests        400    389 
         11,335    12,225 
        $27,789   $29,086 

 

Commitments and contingencies [notes 13, 14, 19 and 20]

 

See accompanying notes

 

On behalf of the Board:

 

/s/ "Peter Bowie"  /s/ "Robert F. MacLellan"
    
Director  Chairman of the Board

 

 

 

 

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

[U.S. dollars in millions]

 

Years ended December 31,

 

   Note   2022   2021 
OPERATING ACTIVITIES               
Net income       $641   $1,553 
Items not involving current cash flows   4    1,776    1,576 
         2,417    3,129 
Changes in operating assets and liabilities   4    (322)   (189)
Cash provided from operating activities        2,095    2,940 
                
INVESTMENT ACTIVITIES               
Fixed asset additions        (1,681)   (1,372)
Increase in investments, other assets and intangible assets        (455)   (403)
Increase in public and private equity investments        (29)   (68)
Business combinations        (3)   (13)
Proceeds on (funding for) disposal of facilities   2    6    (41)
Proceeds from dispositions        124    81 
Increase in equity method investments            (517)
Settlement of long-term receivable from non-consolidated joint venture            50 
Cash used for investing activities        (2,038)   (2,283)
                
FINANCING ACTIVITIES               
Issues of debt   13    54    55 
Increase (decrease) in short-term borrowings        11    (101)
Repayments of debt   13    (456)   (121)
Issue of Common Shares on exercise of stock options        8    146 
Tax withholdings on vesting of equity awards        (15)   (13)
Repurchase of Common Shares   17    (780)   (517)
Contributions to subsidiaries by non-controlling interests        5    8 
Dividends paid to non-controlling interests        (46)   (49)
Dividends paid        (514)   (514)
Cash used for financing activities        (1,733)   (1,106)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents        (38)   23 
                
Net decrease in cash and cash equivalents during the year        (1,714)   (426)
                
Cash, cash equivalents and restricted cash equivalents beginning of year        2,948    3,374 
Cash and cash equivalents, end of year   4   $1,234   $2,948 

 

See accompanying notes

 

 

 

 

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

[U.S. dollars in millions, except number of common shares]

 

   Common Shares              Non-     
       Stated   Contributed   Retained       controlling   Total 
   Number   Value   Surplus   Earnings   AOCL[i]   Interests   Equity 
 [in millions]                         
Balance, December 31, 2020   300.5   $3,271   $128   $8,704   $(733)  $350   $11,720 
Net income                  1,514         39    1,553 
Other comprehensive (loss) income                       (170)   9    (161)
Contribution by non-controlling interests                            8    8 
Shares issued on exercise of stock options   2.9    175    (29)                  146 
Release of stock and stock units   0.4    17    (17)                   
Tax withholdings on vesting of equity awards   (0.1)   (2)        (11)             (13)
Repurchase and cancellation under
normal course issuer bids [note 17]
   (6.0)   (68)        (452)   3         (517)
Stock-based compensation expense             20                   20 
Business combinations                            32    32 
Dividends paid to non-controlling interests                            (49)   (49)
Dividends paid [$1.72 per share]   0.2    10         (524)             (514)
Balance, December 31, 2021   297.9   $3,403   $102   $9,231   $(900)  $389   $12,225 
Net income                  592         49    641 
Other comprehensive loss                       (223)   (36)   (259)
Contribution by non-controlling interests                            5    5 
Purchase of non-controlling interests                            (8)   (8)
Shares issued on exercise of stock options   0.2    9    (1)                  8 
Release of stock and stock units   0.5    21    (21)                   
Tax withholdings on vesting of equity awards   (0.2)   (2)        (13)             (15)
Repurchase and cancellation under normal course issuer bids [note 17]   (12.6)   (141)        (648)   9         (780)
Stock-based compensation expense             31                   31 
Business combinations                            47    47 
Dividends paid to non-controlling interests                            (46)   (46)
Dividends paid [$1.80 per share]   0.1    9         (523)             (514)
Balance, December 31, 2022   285.9   $3,299   $111   $8,639   $(1,114)  $400   $11,335 

 

(i)AOCL is Accumulated Other Comprehensive Loss.

 

See accompanying notes

 

 

 

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

1.    SIGNIFICANT ACCOUNTING POLICIES

 

Magna International Inc. [collectively "Magna" or the "Company"] is a global supplier in the automotive space. Our systems approach to design, engineering and manufacturing touches nearly every aspect of the vehicle, including body and chassis structures, exterior systems and modules, trim and engineered glass, active aerodynamics, energy storage systems, electrified and conventional powertrain technologies, powertrain subsystems and components, ADAS and automated driving, control modules, mechatronics, mirrors and overhead consoles, lighting, complete seats, seating structural products, seat foam and seat trim. We also have complete vehicle engineering and contract manufacturing expertise.

 

The consolidated financial statements have been prepared in U.S. dollars following accounting principles generally accepted in the United States ["GAAP"].

 

Principles of consolidation

 

The Consolidated Financial Statements include the accounts of Magna and its subsidiaries in which Magna has a controlling financial interest and is the primary beneficiary. The Company presents non-controlling interests as a separate component within Shareholders' equity in the Consolidated Balance Sheets. All intercompany balances and transactions have been eliminated.

 

Use of estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 

Foreign currency translation

 

The Company operates globally, which gives rise to a risk that its earnings and cash flows may be adversely impacted by fluctuations in foreign exchange rates.

 

Assets and liabilities of the Company's operations having a functional currency other than the U.S. dollar are translated into U.S. dollars using the exchange rate in effect at year end, and revenues and expenses are translated at the average rate during the year. Exchange gains or losses on translation of the Company's net investment in these operations are included in comprehensive income and are deferred in accumulated other comprehensive loss. Foreign exchange gains or losses on debt that was designated as a hedge of the Company's net investment in these operations are also recorded in accumulated other comprehensive loss.

 

Foreign exchange gains and losses on transactions occurring in a currency other than an operation's functional currency are reflected in net income, except for gains and losses on foreign exchange contracts used to hedge specific future commitments in foreign currencies and on intercompany balances which are designated as long-term investments. In particular, the Company uses foreign exchange forward contracts for the sole purpose of hedging certain of the Company's future committed foreign currency based outflows and inflows. Most of the Company's foreign exchange contracts are subject to master netting arrangements that provide for the net settlement of contracts, by counterparty, in the event of default or termination. All derivative instruments, including foreign exchange contracts, are recorded on the consolidated balance sheet at fair value. The fair values of derivatives are recorded on a gross basis in prepaid expenses and other, other assets, other accrued liabilities or other long-term liabilities. To the extent that derivative instruments are designated and qualify as cash flow hedges, the changes in their fair values are recorded in other comprehensive income. Changes in the fair value of derivative instruments that do not qualify for hedge accounting are recognized immediately in net income based on the nature of the underlying transaction. Amounts accumulated in other comprehensive loss or income are reclassified to net income in the period in which the hedged item affects net income.

 

If the Company's foreign exchange forward contracts cease to be effective as hedges, for example if projected foreign cash inflows or outflows declined significantly, gains or losses pertaining to the portion of the hedging transactions in excess of projected foreign currency denominated cash flows would be recognized in net income at the time this condition was identified.

 

2022 Annual Financial Statements 1

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

Cash and cash equivalents

 

Cash and cash equivalents include cash on account, demand deposits and short-term investments with remaining maturities of less than three months at acquisition.

 

Inventories

 

Production inventories and tooling inventories manufactured in-house are valued at the lower of cost determined substantially on a first-in, first-out basis, or net realizable value. Cost includes the cost of materials plus direct labour applied to the product and the applicable share of manufacturing overhead.

 

Investments

 

The Company accounts for investments in companies over which it has the ability to exercise significant influence, but does not hold a controlling financial interest, under the equity method ["Equity method investments"]. The Company monitors its Equity method investments for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that an other-than-temporary decline in value has occurred, it recognizes an impairment loss, which is measured as the difference between the book value and the fair value of the investment. Fair value is generally determined using an income approach based on discounted cash flows. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement" and primarily consist of expected investee revenue and costs, estimated production volumes and discount rates.

 

The Company also has investments in private and publicly traded mobility and technology companies over which it does not have the ability to exercise significant influence. The Company has elected to use the measurement alternative, defined as cost, less impairments, adjusted by observable price changes to measure the private equity investments. The Company values its investments in publicly traded equity securities using the closing price on the measurement date, as reported on the stock exchange on which the securities are traded.

 

Private equity investments are subject to impairment reviews which considers both qualitative and quantitative factors that may have a significant impact on the investee's fair value. Upon determining that an impairment may exist, the security's fair value is calculated using the best information available, which may include cash flow projections or other available market data and compared to its carrying value. An impairment is recognized immediately if the carrying value exceeds the fair value.

 

Long-lived assets

 

Fixed assets are recorded at historical cost. Depreciation is provided on a straight-line basis over the estimated useful lives of fixed assets at annual rates of 2½% to 5% for buildings, 7% to 10% for general purpose equipment and 10% to 33% for special purpose equipment.

 

Finite-lived intangible assets, which have arisen principally through acquisitions, include customer relationship intangibles and patents and licences. These finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives which range from 4 to 15 years.

 

The Company assesses fixed and finite-lived intangible assets for recoverability whenever indicators of impairment exist. If the carrying value of the asset exceeds the estimated undiscounted cash flows from the use of the asset, then an impairment loss is recognized to write the asset down to fair value. The fair value of fixed and finite-lived intangible assets is generally determined using estimated discounted future cash flows.

 

2022 Annual Financial Statements 2

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

Goodwill

 

Goodwill represents the excess of the cost of an acquired enterprise over the fair value of the identifiable assets acquired and liabilities assumed less any subsequent write-downs for impairment. Goodwill is reviewed for impairment in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. Goodwill impairment is assessed based on a comparison of the fair value of a reporting unit to the underlying carrying value of the reporting unit's net assets, including goodwill. When the carrying amount of the reporting unit exceeds its fair value, an impairment is recognized based on that difference. The fair value of a reporting unit is determined using its estimated discounted future cash flows.

 

Tooling and Pre-Production Engineering Costs Related to Long-Term Supply Agreements

 

The Company incurs pre-production engineering and tooling costs related to the products produced for its customers under long-term supply agreements. Customer reimbursements for tooling and pre-production engineering activities that are part of a long-term supply arrangement are accounted for as a reduction of cost. Pre-production costs related to long-term supply arrangements with a contractual guarantee for reimbursement and capitalized tooling are included in Other assets.

 

The Company expenses all pre-production engineering costs for which reimbursement is not contractually guaranteed by the customer. All tooling costs related to customer-owned tools for which reimbursement is not contractually guaranteed by the customer or for which the Company does not have a non-cancelable right to use the tooling are also expensed.

 

Warranty

 

The Company has assurance warranties and records product warranty liabilities based on its individual customer agreements. Under most customer agreements, the Company only accounts for existing or probable claims on product default issues when amounts related to such issues are probable and reasonably estimable. However, for certain powertrain systems, electronics, and complete vehicle assembly contracts, the Company records an estimate of future warranty-related costs based on the terms of the specific customer agreements and/or the Company's warranty experience. Product liability and recall provisions are established based on the Company's best estimate of the amounts necessary to settle existing claims which typically take into account: the number of units that may be returned; the cost of the product being replaced; labour to remove and replace the defective part; and the customer's administrative costs relating to the recall. Judgement is also required as to the ultimate negotiated sharing of the cost between the Company, the customer and, in some cases, a supplier to the Company.

 

When a decision to recall a product has been made or is probable, the Company's portion of the estimated cost of the recall is recorded as a charge to net income in that period. The Company monitors warranty activity on an ongoing basis and adjusts reserve balances when it is probable that future warranty costs will be different than those previously estimated.

 

Income taxes

 

The Company uses the liability method of tax allocation to account for income taxes. Under the liability method of tax allocation, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company assesses whether valuation allowances should be established or maintained against its deferred tax assets based on consideration of all available evidence using a "more-likely-than-not" standard. The factors the Company uses to assess the likelihood of realization are its history of losses, forecasts of future pre-tax income and tax planning strategies that could be implemented to realize the deferred tax assets.

 

No deferred tax liability is recorded for taxes on undistributed earnings and translation adjustments of foreign subsidiaries if these items are considered to be reinvested for the foreseeable future. Taxes are recorded on such foreign undistributed earnings and translation adjustments when it becomes apparent that such earnings will be distributed in the foreseeable future and the Company will incur further tax on remittance.

 

2022 Annual Financial Statements 3

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

Recognition of uncertain tax positions is dependent on whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

 

Leases

 

The Company determines if an arrangement is a lease or contains a lease at inception. Leases with an initial term of 12 months or less are considered short-term and are not recorded on the balance sheet. The Company recognizes operating lease expense for these leases on a straight-line basis over the lease term.

 

Operating lease right-of-use ["ROU"] assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. As the rate implicit in the lease is not readily determinable for the Company's operating leases, an incremental borrowing rate is generally used to determine the present value of future lease payments. The incremental borrowing rate for each lease is based on the Company's estimated borrowing rate over a similar term to that of the lease payments, adjusted for various factors including collateralization, location and currency.

 

A majority of the Company's leases for manufacturing facilities are subject to variable lease-related payments, such as escalation clauses based on consumer price index rates or other similar indices. Variable payments that are based on an index or a rate are included in the recognition of the Company's ROU assets and lease liabilities using the index or rate at lease commencement. Subsequent changes to these lease payments due to rate or index updates are recorded as lease expense in the period incurred.

 

The Company's lease agreements generally exclude non-lease components, and do not contain any material residual value guarantees or material restrictive covenants.

 

Employee future benefit plans

 

The cost of providing benefits through defined benefit pensions, lump sum termination and long-term service payment arrangements, and post-retirement benefits other than pensions is actuarially determined and recognized in income using the projected benefit method pro-rated on service and management's best estimate of expected plan investment performance, salary escalation, retirement ages of employees and, with respect to medical benefits, expected health care costs. Differences arising from plan amendments, changes in assumptions and experience gains and losses that are greater than 10% of the greater of: [i] the accrued benefit obligation at the beginning of the year; and [ii] the fair value [or market related value] of plan assets at the beginning of the year, are recognized in income over the expected average remaining service life of employees. Plan assets are valued at fair value. The cost of providing benefits through defined contribution pension plans is charged to income in the period in respect of which contributions become payable.

 

The funded status of the plans is measured as the difference between the fair value of the plan assets and the projected benefit obligation ["PBO"]. The aggregate of all overfunded plans is recorded in other assets, and the aggregate of all underfunded plans is recorded in long-term employee benefit liabilities. The portion of the amount by which the actuarial present value of benefits included in the PBO exceeds the fair value of plan assets, payable in the next twelve months, is reflected in other accrued liabilities.

 

2022 Annual Financial Statements 4

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

Revenue recognition

 

The Company enters into contracts with its customers to provide production parts or assembled vehicles. Contracts do not commit the customer to a specified quantity of products; however, the Company is generally required to fulfill its customers' purchasing requirements for the production life of the vehicle. Contracts do not typically become a performance obligation until the Company receives a purchase order and a customer release for a specific number of parts or assembled vehicles at a specified price. While long-term supply agreements may range from five to seven years, contracts may be terminated by customers at any time. Historically, terminations have been minimal. Contracts may also provide for annual price reductions over the production life of the vehicle, and prices are adjusted on an ongoing basis to reflect changes in product content/cost and other commercial factors.

 

Revenue is recognized at the point in time when control of the parts produced or assembled vehicles are transferred to the customer according to the terms of the contract. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for those products based on purchase orders and ongoing price adjustments [some of which is accounted for as variable consideration]. The Company uses the expected value method, taking into account historical data and the status of current negotiations, to estimate the amount to which it expects to be entitled. Significant changes to the Company's estimates of variable consideration are not expected.

 

The Company's complete vehicle assembly contracts with customers are complex and often include promises to transfer multiple products and services, some of which may be implicitly contracted. For these arrangements, each good or service is evaluated to determine whether it represents a distinct performance obligation, and whether it should be characterized as revenue or reimbursement of costs incurred. The total transaction price is then allocated to the distinct performance obligations based on the expected cost plus a margin approach and amounts related to revenue are recognized as discussed above.

 

The terms of the Company’s complete vehicle assembly contracts with customers differ with respect to the ownership of components related to the assembly process. Under contracts where we act as principal, purchased components in assembled vehicles are included in our inventory and cost of sales. These costs are reflected in the revenue recognized from the sale of the final assembled vehicle to the customer. Where a contract provides that the primary components are held on consignment by us, the revenue recognized reflects only the assembly fee.

 

The Company also performs tooling and engineering activities for its customers that are not part of a long-term production arrangement. Tooling and engineering revenue is recognized at a point in time or over time depending, among other considerations, on whether the Company has an enforceable right to payment plus a reasonable profit, for performance completed to date. Over-time recognition utilizes costs incurred to date relative to total estimated costs at completion, to measure progress toward satisfying performance obligations. Revenue is recognized as control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. For the year ended December 31, 2022, total tooling and engineering sales were $731 million [2021 - $783 million].

 

The Company's customers pay for products received in accordance with payment terms that are customary in the industry, typically 30 to 90 days. The Company's contracts with its customers do not have significant financing components.

 

Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue.

 

Contract Assets and Liabilities

 

The Company's contract assets relate to the right to consideration for work completed but not yet billed and are included in Accounts Receivable. Amounts may not exceed their net realizable value. As at December 31, 2022, the Company's unbilled accounts receivable balance was $571 million [2021 - $528 million]. Contract assets do not include the costs of obtaining or fulfilling a contract with a customer, as these amounts are generally expensed as incurred.

 

Customer advances are recorded as deferred revenue [a contract liability]. As at December 31, 2022 the contract liability balance was $347 million [2021 - $273 million]. As performance obligations were satisfied during 2022, the Company recognized $130 million [2021 - $140 million] of previously recorded contract liabilities into revenue.

 

2022 Annual Financial Statements 5

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

Government assistance

 

The Company makes periodic applications for financial assistance under available government assistance programs in the various jurisdictions that the Company operates. Grants relating to capital expenditures are reflected as a reduction of the cost of the related assets. Grants relating to current operating expenditures may be deferred and recognized in the consolidated statement of income over the period necessary to match them with the costs that they are intended to compensate and are presented as a reduction of the related expense. The Company also receives tax credits and tax super allowances, the benefits of which are recorded as a reduction of income tax expense. In addition, the Company receives loans which are recorded as liabilities in amounts equal to the cash received. When a government loan is issued to the Company at a below-market rate of interest, the loan is initially recorded at its net present value and accreted to its face value over the period of the loan. The benefit of the below-market rate of interest is accounted for similar to a government grant and is measured as the difference between the initial carrying value of the loan and the cash proceeds received.

 

Research and development

 

Costs incurred in connection with research and development activities, to the extent not recoverable from the Company's customers, are expensed as incurred. For the years ended December 31, 2022 and 2021, research and development costs charged to expense were $649 million and $634 million, respectively.

 

Restructuring

 

Restructuring costs may include employee termination benefits, as well as other costs resulting from restructuring actions. These actions may result in employees receiving voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements or statutory requirements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and when liabilities are determined to be probable and estimable. Additional elements of severance and termination benefits associated with nonrecurring benefits may be recognized rateably over each employee's required future service period. All other restructuring costs are expensed as incurred.

 

Earnings per Common Share

 

Basic earnings per Common Share are calculated on net income attributable to Magna International Inc. using the weighted average number of Common Shares outstanding during the year.

 

Diluted earnings per Common Share are calculated on the weighted average number of Common Shares outstanding, including an adjustment for stock options outstanding using the treasury stock method.

 

2022 Annual Financial Statements 6

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

2.    OTHER EXPENSE, NET

 

Other expense, net consists of significant items such as: impairment charges; restructuring costs generally related to significant plant closures or consolidations; net (gains) losses on investments; gains or losses on disposal of facilities or businesses; and other items not reflective of on-going operating profit or loss. Other expense, net consists of:

 

   2022   2021 
Impairments related to operations in Russia[a]  $376   $ 
Net losses on investments [b]   221    2 
Loss on sale of business [c]   58    75 
Restructuring and impairments [d]   48    101 
Merger agreement termination fee [e]       (100)
Gain on business combinations [f]       (40)
Other expense, net  $703   $38 

 

[a]Impairments related to operations in Russia

 

As at December 31, 2022, the Company’s operations in Russia remain substantially idled. In accordance with U.S. GAAP, as a result of the expected lack of future cashflows and the continuing uncertainties connected with the Russian economy, the Company recorded a $376 million [$361 million after tax] impairment charge related to its investment in Russia. This included net asset impairments of $173 million and a $203 million reserve against the related foreign currency translation losses that are included in accumulated other comprehensive loss. The net asset impairments consisted of $163 million and $10 million in our Body Exteriors & Structures segment and our Seating Systems segment, respectively.

 

[b]Net losses (gains) on investments

 

   2022   2021 
Revaluation of public company warrants  $173   $(4)
Revaluation of public and private equity investments   49    6 
Net gain on sale of public equity investments   (1)    
Other expense, net   221    2 
Tax effect   (53)   7 
Net loss attributable to Magna  $168   $9 

 

[c]    Loss on sale of business

 

During the fourth quarter of 2022, the Company entered into an agreement to sell a European Power & Vision operation in early 2023. Under the terms of the arrangement, the Company is contractually obligated to provide the buyer with up to $42 million of funding, resulting in a loss of $58 million [$57 million after tax].

 

During 2021, the Company sold three Body Exteriors & Structures operations in Germany. Under the terms of the arrangement, the Company provided the buyer with $41 million of funding, resulting in a loss on disposal of $75 million [$75 million after tax].

 

[d]   Restructuring and impairments

 

For the year ended December 31, 2022, the Company recorded restructuring and impairment charges of $26 million [$25 million after tax] for its Power & Vision segment and $22 million [$21 million after tax] for its Body Exteriors & Structures segment.

 

For the year ended December 31, 2021, the Company recorded restructuring and impairment charges of $67 million [$52 million after tax] for its Power & Vision segment, $18 million [$17 million after tax] for its Seating Systems segment and $16 million [$14 million after tax] for its Body Exteriors & Structures segment.

 

2022 Annual Financial Statements 7

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[e]   Merger agreement termination fee

 

In the fourth quarter of 2021, Veoneer, Inc. [“Veoneer”] terminated its merger agreement with the Company. In connection with the termination of the merger agreement, Veoneer paid Magna a termination fee which, net of the Company’s associated transaction costs, amounted to $100 million [$75 million after tax].

 

[f]Gain on business combinations

 

During 2021, the Company acquired a 65% equity interest and a controlling financial interest in Chongqing Hongli Zhixin Scientific Technology Development Group LLC (“Hongli”). The acquisition included an additional 15% equity interest in two entities that were previously equity accounted for by the Company. On the change in basis of accounting, the Company recognized a $22 million gain [$22 million after tax].

 

Also during 2021, the Company recorded a gain of $18 million [$18 million after tax] in connection with the distribution of substantially all of the assets of the Company's European joint venture, Getrag Ford Transmission GmbH.

 

3.    EARNINGS PER SHARE

 

Earnings per share are computed as follows:

 

   2022   2021 
Basic earnings per Common Share:          
           
Net income attributable to Magna International Inc.  $592   $1,514 
           
Weighted average number of Common Shares outstanding during the year   290.4    300.6 
           
Basic earnings per Common Share  $2.04   $5.04 
           
Diluted earnings per Common Share [a]:          
           
Net income attributable to Magna International Inc.  $592   $1,514 
           
Weighted average number of Common Shares outstanding during the year   290.4    300.6 
Stock options and restricted stock   0.8    2.2 
    291.2    302.8 
           
Diluted earnings per Common Share  $2.03   $5.00 

 

[a]Diluted earnings per Common Share exclude 1.3 million [2021 – 0.4 million] Common Shares issuable under the Company's Incentive Stock Option Plan because these options were not "in-the-money". The dilutive effect of participating securities using the two-class method was excluded from the calculation of earnings per share because the effect would be immaterial.

 

2022 Annual Financial Statements 8

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

4.    DETAILS OF CASH FROM OPERATING ACTIVITIES

 

[a]Cash and cash equivalents consist of:

 

   2022   2021 
Bank term deposits and bankers' acceptances  $720   $1,984 
Cash   514    964 
   $1,234   $2,948 

 

[b]Items not involving current cash flows:

 

   2022   2021 
Depreciation and amortization  $1,419   $1,512 
Amortization of other assets included in cost of goods sold   169    255 
Deferred revenue amortization   (201)   (188)
Other non-cash charges   21    25 
Deferred tax recovery   (202)   (76)
Equity income (in excess of) less than dividends received   (24)   11 
Non-cash portion of Other expense, net [note 2]   221    37 
Impairment charges   373     
   $1,776   $1,576 

 

[c]Changes in operating assets and liabilities:

 

   2022   2021 
Accounts receivable  $(798)  $114 
Inventories   (448)   (653)
Prepaid expenses and other   (43)   (39)
Accounts payable   812    160 
Accrued salaries and wages   20    58 
Other accrued liabilities   250    48 
Income taxes (receivable) payable   (115)   123 
   $(322)  $(189)

 

2022 Annual Financial Statements 9

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

5.    INVENTORIES

 

Inventories consist of:

 

   2022   2021 
Raw materials and supplies  $1,640   $1,598 
Work-in-process   427    400 
Finished goods   537    506 
Tooling and engineering   1,576    1,465 
   $4,180   $3,969 

 

Tooling and engineering inventory represents costs incurred on tooling and engineering services contracts in excess of billed and unbilled amounts included in accounts receivable.

 

6. INVESTMENTS

 

   2022   2021 
Equity method investments [a]  $997   $1,031 
Public and private equity investments   290    358 
Warrants [b]   142    204 
   $1,429   $1,593 

 

[a]The ownership percentages and carrying values of the Company's principal equity method investments at December 31 were as follows [in millions, except percentages]:

 

       2022   2021 
LG Magna e-Powertrain Co., Ltd. [i]   49.0%  $420   $481 
Litens Automotive Partnership [ii]   76.7%  $337   $291 
Hubei HAPM Magna Seating Systems Co., Ltd.   49.9%  $120   $127 

 

[i]LG Magna e-Powertrain [“LGM”] is a variable interest entity [‘‘VIE’’] and depends on the Company and LG Electronics for any additional cash needs. The Company cannot make key operating decisions considered to be most significant to the VIE, and is therefore not considered to be the primary beneficiary. The Company’s known maximum exposure to loss approximated the carrying value of its investment balance as at December 31, 2022.

 

[ii]The Company accounts for its investments under the equity method of accounting as a result of significant participating rights that prevent control.

 

[b]In October 2020, the Company signed agreements with Fisker Inc. ["Fisker"] for the platform sharing, engineering and manufacturing of the Fisker Ocean SUV. In connection with the arrangement, Fisker issued approximately 19.5 million penny warrants to the Company to purchase common stock, which vest based on specified milestones. During 2021, two third of the warrants vested with a value of $201 million and during the fourth quarter of 2022, the remaining one third of the warrants vested with a value of $119 million. The initial value attributable to the warrants was deferred within other accrued liabilities and other long-term liabilities and is being recognized in income as performance obligations are satisfied.

 

The Company recorded an unrealized loss of $173 million for the year ended December 31, 2022 related to the revaluation of the vested warrants [note 2]. Cumulative unrealized losses on equity securities were $110 million as at December 31, 2022 [2021 - unrealized gains of $63 million].

 

2022 Annual Financial Statements 10

 

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

A summary of the total financial results, as reported by the Company's equity method investees, in the aggregate, at December 31 was as follows:

 

Summarized Balance Sheets  2022   2021 
Current assets  $2,266   $1,825 
Non-current assets  $1,866   $1,838 
Current liabilities  $1,555   $1,269 
Long-term liabilities  $715   $450 

 

Summarized Income Statements  2022   2021 
Sales  $4,447   $3,303 
Cost of goods sold & expenses   4,363    3,156 
Net income  $84   $147 

 

Sales to equity method investees were approximately $51 million and $65 million for the years ended December 31, 2022 and 2021, respectively.

 

7.FIXED ASSETS

 

Fixed assets consist of:  2022   2021 
Cost          
Land  $181   $198 
Buildings   2,740    2,719 
Machinery and equipment   17,258    17,355 
    20,179    20,272 
Accumulated depreciation          
Buildings   (1,310)   (1,223)
Machinery and equipment   (10,696)   (10,756)
   $8,173   $8,293 

 

Included in the cost of fixed assets are construction in progress expenditures of $1.5 billion [2021 - $1.0 billion] that have not been depreciated.

 

2022 Annual Financial Statements 11

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

8.GOODWILL

 

The following is a continuity of the Company's goodwill by segment:

 

   Body Exteriors
& Structures
   Power
& Vision
   Seating
Systems
   Complete
Vehicles
   Corporate   Total 
Balance, December 31, 2020   478    1,320    176    121        2,095 
Acquisitions       29    93            122 
Foreign exchange and other   (7)   (80)   1    (9)       (95)
Balance, December 31, 2021   471    1,269    270    112        2,122 
Acquisitions                   20    20 
Foreign exchange and other   (23)   (71)   (10)   (7)       (111)
Balance, December 31, 2022  $448   $1,198   $260   $105   $20   $2,031 

 

9.INCOME TAXES

 

[a]The provision for income taxes differs from the expense that would be obtained by applying the Canadian statutory income tax rate as a result of the following:

 

   2022   2021 
Canadian statutory income tax rate   26.5%   26.5%
Net effect of losses not benefited   7.7    1.8 
Tax on repatriation of foreign earnings   5.3    2.9 
Impairment of investments [note 2]   1.0     
Foreign rate differentials   0.6    (3.9)
Reserve for uncertain tax positions   0.4    (2.5)
Foreign exchange re-measurement [i]   (0.6)   1.2 
Re-measurement of deferred tax assets [ii]   (0.8)   1.5 
Earnings of equity accounted investees   (1.6)   (1.3)
Valuation allowance on deferred tax assets   (2.2)   (0.7)
Deductible inflationary adjustments   (3.3)   (1.2)
Research and development tax credits   (7.1)   (3.4)
Others   1.1    (0.6)
Effective income tax rate   27.0%   20.3%

 

[i]Includes foreign exchange gains reported on U.S. dollar denominated assets for Mexican tax purposes that are not recognized for GAAP purposes and losses related to the re-measurement of financial statement balances of foreign subsidiaries, primarily in Mexico, that are maintained in a currency other than their functional currency.

 

[ii]Includes the re-measurement of deferred tax assets of certain European subsidiaries in 2022 and a Chinese subsidiary in 2021.

 

2022 Annual Financial Statements 12

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[b]The details of income before income taxes by jurisdiction are as follows:

 

   2022   2021 
Canadian  $(57)  $220 
Foreign   935    1,728 
   $878   $1,948 

 

[c]The details of the income tax provision are as follows:

 

   2022   2021 
Current          
Canadian  $5   $63 
Foreign   452    408 
    457    471 
Deferred          
Canadian   (25)   (4)
Foreign   (195)   (72)
    (220)   (76)
   $237   $395 

 

[d]Deferred income taxes have been provided on temporary differences, which consist of the following:

 

   2022   2021 
Liabilities currently not deductible for tax  $17   $5 
Net tax losses benefited   10    (22)
Re-measurement of deferred tax assets   (7)   28 
Change in valuation allowance on deferred tax assets   (19)   (13)
Tax depreciation (less than) in excess of book depreciation   (21)   (30)
Tax on undistributed foreign earnings   (34)   43 
Unrealized (loss) gain on remeasurement of investments   (48)   3 
Book amortization in excess of tax amortization   (89)   (58)
Others   (29)   (32)
   $(220)  $(76)

 

2022 Annual Financial Statements 13

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[e]Deferred tax assets and liabilities consist of the following temporary differences:

 

   2022   2021 
Assets          
Tax benefit of loss carryforwards  $760   $766 
Operating lease liabilities   367    409 
Liabilities currently not deductible for tax   269    219 
Tax credit carryforwards   87    84 
Other assets tax value in excess of book values   87     
Unrealized loss on foreign exchange hedges and retirement liabilities   70    59 
Unrealized losses on remeasurement of investments   37     
Others   29    30 
    1,706    1,567 
Valuation allowance against tax benefit of loss carryforwards   (579)   (586)
Other valuation allowance   (198)   (125)
   $929   $856 
Liabilities          
Operating lease right-of-use assets   372    415 
Tax depreciation in excess of book depreciation   186    228 
Tax on undistributed foreign earnings   171    206 
Unrealized gain on foreign exchange hedges and retirement liabilities   21    11 
Unrealized gain on remeasurement of investments       12 
Other assets book value in excess of tax values       3 
    750    875 
Net deferred tax assets (liabilities)  $179   $(19)

 

The net deferred tax liabilities are presented on the consolidated balance sheet in the following categories:

 

   2022   2021 
Long-term deferred tax assets  $491   $421 
Long-term deferred tax liabilities   (312)   (440)
   $179   $(19)

 

[f]Deferred income taxes have not been provided on $4.6 billion of undistributed earnings of certain foreign subsidiaries, as the Company has concluded that such earnings should not give rise to additional tax liabilities upon repatriation or are indefinitely reinvested. A determination of the amount of the unrecognized tax liability relating to the remittance of such undistributed earnings is not practicable.

 

[g]Income taxes paid in cash [net of refunds] were $560 million for the year ended December 31, 2022 [2021 - $341 million].

 

[h]As of December 31, 2022, the Company had domestic and foreign operating loss carryforwards of $2.9 billion and tax credit carryforwards of $87 million. Approximately $1.9 billion of the operating losses can be carried forward indefinitely. The remaining operating losses and tax credit carryforwards expire between 2023 and 2042.

 

2022 Annual Financial Statements 14

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[i]As at December 31, 2022 and 2021, the Company's gross unrecognized tax benefits were $142 million, respectively [excluding interest and penalties], of which $135 million and $126 million, respectively, if recognized, would affect the Company's effective tax rate. The gross unrecognized tax benefits differ from the amount that would affect the Company's effective tax rate due primarily to the impact of the valuation allowance on deferred tax assets. A summary of the changes in gross unrecognized tax benefits is as follows:

 

   2022   2021 
Balance, beginning of year  $142   $182 
Increase based on tax positions related to current year   52    11 
(Decrease) Increase based on tax positions of prior years   (17)   2 
Settlements   (10)   (5)
Foreign currency translation   (4)   (5)
Statute expirations   (21)   (43)
   $142   $142 

 

As at December 31, 2022 and 2021, the Company had recorded interest and penalties on the unrecognized tax benefits of $29 million and $26 million, respectively, which reflects an increase of $3 million and a decrease of $17 million in expenses related to changes in its reserves for interest and penalties in 2022 and 2021, respectively.

 

The Company operates in multiple jurisdictions, and its tax returns are periodically audited or subject to review by both domestic and foreign tax authorities. During the next twelve months, it is reasonably possible that, as a result of audit settlements, the conclusion of current examinations, or the expiration of the statute of limitations in several jurisdictions, the Company may decrease the amount of its gross unrecognized tax benefits [including interest and penalties] by approximately $24 million, which, if recognized, would affect its effective tax rate.

 

The Company considers its significant tax jurisdictions to include Canada, the United States, Austria, Germany, Mexico and China. With few exceptions, the Company remains subject to income tax examination in Germany for years after 2011, China and Mexico for years after 2016, Canada for years after 2017, and Austria and U.S. federal jurisdiction for years after 2018.

 

2022 Annual Financial Statements 15

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

10.INTANGIBLE ASSETS

  

Intangible assets consist of:

 

   Remaining
weighted average
useful life in years
   2022   2021 
Cost               
Customer relationship intangibles   7   $388   $386 
Computer software   4    474    463 
Patents and licenses   7    304    314 
         1,166    1,163 
Accumulated depreciation               
Customer relationship intangibles        (194)   (175)
Computer software        (362)   (360)
Patents and licenses        (158)   (135)
        $452   $493 

 

The Company recorded $106 million and $114 million of amortization expense related to finite-lived intangible assets for the years ended December 31, 2022 and 2021, respectively. The Company currently estimates annual amortization expense to be $91 million for 2023, $77 million for 2024, $57 million for 2025, $50 million for 2026 and $43 million for 2027.

 

11.OTHER ASSETS

 

Other assets consist of:

 

   2022   2021 
Preproduction costs related to long-term supply agreements  $679   $668 
Long-term receivables   262    184 
Unrealized gain on cash flow hedges [note 19]   26    11 
Pension overfunded status [note 15[a]]   41    41 
Other   85    58 
   $1,093   $962 

 

12.WARRANTY

 

The following is a continuity of the Company's warranty accruals:

 

   2022   2021 
Balance, beginning of year  $247   $284 
Expense, net   101    82 
Settlements   (77)   (111)
Business combination       2 
Foreign exchange and other   (14)   (10)
   $257   $247 

 

2022 Annual Financial Statements 16

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

13.DEBT

 

Short-term borrowings

 

[a]Credit Facilities

 

During 2022, the Company amended its 364-day syndicated revolving credit facility, including an increase to the size of the facility from $750 million to $800 million and an extension of the maturity date to June 24, 2023. The facility can be drawn in U.S. dollars or Canadian dollars. As at December 31, 2022, the Company had not borrowed any funds under this credit facility.

 

[b]Commercial Paper Program

 

The Company has a U.S. commercial paper program [the "U.S. Program"] and a euro-commercial paper program [the "euro-Program"]. Under the U.S. Program, the Company may issue U.S. commercial paper notes up to a maximum aggregate amount of U.S. $1 billion. Under the euro-Program, the Company may issue euro-commercial paper notes [the "euro notes"] up to a maximum aggregate amount of €500 million or its equivalent in alternative currencies. The U.S. Program and the euro notes are guaranteed by the Company's existing global credit facility. There were no amounts outstanding as at December 31, 2022 and 2021.

 

Long-term borrowings

 

[a]The Company's long-term debt, net of unamortized issuance costs, is substantially uncollateralized and consists of the following:

 

   2022   2021 
Senior Notes [note 13 [c]]          
Cdn$425 million Senior Notes due 2022 at 3.100%  $   $336 
€550 million Senior Notes due 2023 at 1.900%   588    625 
$750 million Senior Notes due 2024 at 3.625%   749    748 
$650 million Senior Notes due 2025 at 4.150%   647    647 
€600 million Senior Notes due 2027 at 1.500%   640    681 
$750 million Senior Notes due 2030 at 2.450%   744    742 
Bank term debt at a weighted average interest rate of approximately 3.98% [2021 – 4.86%], denominated primarily in Chinese renminbi, Brazilian real, euro and Indian rupee   114    187 
Government loans at a weighted average interest rate of approximately 0.12% [2021 – 0.13%], denominated primarily in euro, Canadian dollar and Brazilian real   8    8 
Other   11    19 
    3,501    3,993 
Less due within one year   654    455 
   $2,847   $3,538 

 

2022 Annual Financial Statements 17

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[b]Future principal repayments on long-term debt are estimated to be as follows:

 

2023  $655 
2024   762 
2025   694 
2026   3 
2027   643 
Thereafter   756 
   $3,513 

 

[c]All of the Senior Notes pay a fixed rate of interest semi-annually except for the €550 million and €600 million Senior Notes which pay a fixed rate of interest annually. The Senior Notes are unsecured obligations and do not include any financial covenants. The Company may redeem the Senior Notes in whole or in part at any time, at specified redemption prices determined in accordance with the terms of each of the respective indentures governing the Senior Notes. All of the Senior Notes were issued for general corporate purposes.

 

[d]On May 18, 2022, the Company amended its $2.75 billion revolving credit facility, including a decrease to the size of the facility to $2.7 billion and an extension of the maturity date from June 24, 2026 to June 24, 2027.  The facility includes a $150 million Asian tranche, a $150 million Mexican tranche and a tranche for Canada, U.S. and Europe, which is fully transferable between jurisdictions and can be drawn in U.S. dollars, Canadian dollars or euros.  As at December 31, 2022 and 2021, $1 million and $6 million was outstanding, respectively.

 

[e]Interest expense, net includes:

 

   2022   2021 
Interest expense          
Current  $25   $12 
Long-term   101    110 
    126    122 
Interest income   (45)   (44)
Interest expense, net  $81   $78 

 

[f]Interest paid in cash was $128 million for the year ended December 31, 2022 [2021 - $122 million].

 

2022 Annual Financial Statements 18

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

14.LEASES

 

The Company has entered into leases primarily for real estate, manufacturing equipment and vehicles with terms that range from 1 year to 10 years, excluding land use rights which generally extend over 90 years. These leases often include options to extend the term of the lease, most often for a period of 5 years. When it is reasonably certain that the option will be exercised, the impact of the option is included in the lease term for purposes of determining total future lease payments.

 

Costs associated with the Company's operating lease expense were as follows:

 

   2022   2021 
Operating lease expense  $344   $325 
Short-term lease expense   25    16 
Variable lease expense   26    26 
Total lease expense  $395   $367 

 

Supplemental information related to the Company's operating leases was as follows:

 

   2022   2021 
Operating cash flows – cash paid  $375   $373 
New right-of-use assets  $167   $91 
Weighted-average remaining lease term   8 years    9 years 
Weighted-average discount rate   4.7%   4.5%

 

At December 31, 2022, the Company had commitments under operating leases requiring annual payments as follows:

 

   2022   2021 
2023  $310   $300 
2024   274    268 
2025   240    234 
2026   196    205 
2027   175    176 
2028 and thereafter   701    835 
    1,896    2,018 
Less: amount representing interest   332    338 
Total lease liabilities  $1,564   $1,680 
Current operating liabilities  $276   $274 
Non-current operating lease liabilities   1,288    1,406 
Total lease liabilities  $1,564   $1,680 

 

As of December 31, 2022, the Company had additional operating leases, primarily for manufacturing facilities, that had not yet commenced with aggregate payments of $71 million. These operating leases will commence during 2023 and have lease terms of 1 to 15 years.

 

The Company's finance leases were not material for any of the periods presented.

 

2022 Annual Financial Statements 19

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

15.LONG-TERM EMPLOYEE BENEFIT LIABILITIES

 

Long-term employee benefit liabilities consist of:

 

   2022   2021 
Defined benefit pension plans and other [a]  $146   $196 
Termination and long-term service arrangements [b]   369    456 
Retirement medical benefits plans [c]   20    26 
Other long-term employee benefits   13    22 
Long-term employee benefit obligations  $548   $700 

 

[a]Defined benefit pension plans

 

The Company sponsors a number of defined benefit pension plans and similar arrangements for its employees. All pension plans are funded to at least the minimum legal funding requirements, while European defined benefit pension plans are unfunded.

 

The weighted average significant actuarial assumptions adopted in measuring the Company's obligations and costs are as follows:

 

   2022   2021 
Projected benefit obligation          
Discount rate   4.8%   2.4%
Rate of compensation increase   3.6%   2.7%
Net periodic benefit cost          
Discount rate   2.8%   2.3%
Rate of compensation increase   2.9%   2.6%
Expected return on plan assets   4.6%   4.1%

 

2022 Annual Financial Statements 20

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

Information about the Company's defined benefit pension plans is as follows:

 

   2022   2021 
Projected benefit obligation          
Beginning of year  $689   $731 
Current service cost   9    10 
Interest cost   14    12 
Actuarial gains and changes in actuarial assumptions   (155)   (37)
Benefits paid   (31)   (27)
Divestiture       11 
Foreign exchange   (28)   (11)
End of year   498    689 
           
Plan assets at fair value [i]          
Beginning of year   532    517 
Return on plan assets   (107)   25 
Employer contributions   11    12 
Benefits paid   (27)   (23)
Foreign exchange   (18)   1 
End of year   391    532 
           
Ending funded status – Plan deficit  $107   $157 
           
Amounts recorded in the consolidated balance sheet          
Non-current asset [note 11]  $(41)  $(41)
Current liability   2    2 
Non-current liability   146    196 
Net amount  $107   $157 
           
Amounts recorded in accumulated other comprehensive income          
Unrecognized actuarial losses  $(86)  $(112)
           
Net periodic benefit cost          
Current service cost  $9   $10 
Interest cost   14    12 
Return on plan assets   (23)   (21)
Actuarial losses   3    8 
Net periodic benefit cost  $3   $9 

 

2022 Annual Financial Statements 21

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

  [i] The asset allocation of the Company's defined benefit pension plans at December 31, 2022 and the target allocation range for 2023 is as follows:

 

   2023   2022 
Fixed income securities   60-85%   68%
Equity securities   20-45%   27%
Cash and cash equivalents   0-10%   5%
    100%   100%

 

Substantially all of the plan assets' fair value has been determined using significant observable inputs [level 2] from indirect market prices on regulated financial exchanges.

 

The expected rate of return on plan assets was determined by considering the Company's current investment mix, the historic performance of these investment categories and expected future performance of these investment categories.

 

[b] Termination and long-term service arrangements

 

Pursuant to labour laws and national labour agreements in certain European countries and Mexico, the Company is obligated to provide lump sum termination payments to employees on retirement or involuntary termination, and long service payments contingent upon persons reaching a predefined number of years of service.

 

The weighted average significant actuarial assumptions adopted in measuring the Company's projected termination and long-term service benefit obligations and net periodic benefit cost are as follows:

 

   2022   2021 
Discount rate   4.8%   2.4%
Rate of compensation increase   3.5%   3.1%

 

2022 Annual Financial Statements 22

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

Information about the Company's termination and long-term service arrangements is as follows:

 

   2022   2021 
Projected benefit obligation          
Beginning of year  $467   $478 
Current service cost   13    23 
Interest cost   11    9 
Actuarial losses (gains) and changes in actuarial assumptions   (67)   10 
Benefits paid   (18)   (23)
Foreign exchange   (19)   (30)
Ending funded status – Plan deficit  $387   $467 
           
Amounts recorded in the consolidated balance sheet          
Current liability  $18   $11 
Non-current liability   369    456 
Net amount  $387   $467 
           
Amounts recorded in accumulated other comprehensive income          
Unrecognized actuarial losses  $(38)  $(112)
           
Net periodic benefit cost          
Current service cost  $13   $23 
Interest cost   11    9 
Actuarial losses   7    4 
Net periodic benefit cost  $31   $36 

 

2022 Annual Financial Statements 23

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[c] Retirement medical benefits plans

 

The Company sponsors a number of retirement medical plans which were assumed on certain acquisitions in prior years. These plans are frozen to new employees and incur no current service costs. In addition, the Company sponsors a retirement medical benefits plan that was amended during 2009 such that substantially all employees retiring on or after August 1, 2009 no longer participate in the plan.

 

The weighted average discount rates used in measuring the Company’s projected retirement medical benefit obligations and net periodic benefit cost are as follows:

 

   2022   2021 
Retirement medical benefit obligations   5.1%   2.8%
Net periodic benefit cost   3.1%   2.4%
Health care cost inflation   6.8%   6.4%

 

Information about the Company's retirement medical benefits plans are as follows:

 

   2022   2021 
Projected benefit obligation          
Beginning of year  $27   $30 
Interest cost   1    1 
Actuarial gains and changes in actuarial assumptions   (6)   (3)
Benefits paid   (1)   (1)
Ending funded status – Plan deficit  $21   $27 
           
Amounts recorded in the consolidated balance sheet          
Current liability  $1   $1 
Non-current liability   20    26 
Net amount  $21   $27 
           
Amounts recorded in accumulated other comprehensive income          
Unrecognized actuarial gains  $17   $10 
           
Net periodic benefit cost          
Interest cost  $1   $1 
Actuarial gains   (1)   (1)
Net periodic benefit cost  $   $ 

 

2022 Annual Financial Statements 24

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[d] Future benefit payments

 

      Defined
benefit
pension plans
   Termination
and long
service
arrangements
   Retirement
medical
benefits plans
   Total 
Expected employer contributions - 2023   $12   $17   $1   $30 
Expected benefit payments:                     
2023   $25   $18   $1   $44 
2024    26    15    1    42 
2025    27    17    1    45 
2026    28    21    1    50 
2027    29    23    2    54 
Thereafter    164    156    8    328 
    $299   $250   $14   $563 

 

16. OTHER LONG-TERM LIABILITIES

 

Other long-term liabilities consist of:

 

   2022   2021 
Long-term portion of income taxes payable  $136   $147 
Long-term portion of deferred revenue   207    127 
Asset retirement obligation   35    37 
Long-term portion of fair value of hedges [note 19]   31    8 
Other   52    57 
   $461   $376 

 

2022 Annual Financial Statements 25

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

17. CAPITAL STOCK

 

[a] At December 31, 2022, the Company's authorized, issued and outstanding capital stock are as follows:

 

Preference shares - issuable in series -

 

The Company's authorized capital stock includes 99,760,000 preference shares, issuable in series. None of these shares are currently issued or outstanding.

 

Common Shares -

 

Common Shares without par value [unlimited amount authorized] have the following attributes:

 

[i]     Each share is entitled to one vote per share at all meetings of shareholders.

[ii]    Each share shall participate equally as to dividends.

 

[b] On November 9, 2022, the Toronto Stock Exchange ["TSX"] accepted the Company's Notice of Intention to make a Normal Course Issuer Bid relating to the purchase for cancellation, as well as purchases to fund the Company's stock-based compensation awards or programs and/or the Company's obligations to its deferred profit sharing plans, of up to 28.4 million Magna Common Shares [the "2022 Bid"], representing approximately 10% of the Company's public float of Common Shares. The Bid commenced on November 15, 2022 and will terminate no later than November 14, 2023.

 

Previously, the Company had Normal Course Issuer Bids in place for the 12 month periods beginning in November 2021 and 2020.

 

The following is a summary of the Normal Course Issuer Bids [number of shares in the table below are expressed in whole numbers]:

 

   2022   2021 
   Shares   Cash   Shares   Cash 
   purchased   amount   purchased   amount 
2020 Bid      $    3,318,523   $301 
2021 Bid           2,673,800    216 
2022 Bid   12,561,487    780         
    12,561,487   $780    5,992,323   $517 

 

[c] The following table presents the maximum number of shares that would be outstanding if all the dilutive instruments outstanding at February 26, 2023 were exercised or converted:

 

Common Shares   286,072,036 
Stock options [i]   5,798,933 
    291,870,969 

 

[i]Options to purchase Common Shares are exercisable by the holder in accordance with the vesting provisions and upon payment of the exercise price as may be determined from time to time pursuant to the Company's stock option plans.

 

2022 Annual Financial Statements 26

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

18. ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The following is a continuity schedule of accumulated other comprehensive loss [“AOCL”]:

 

   2022   2021 
Accumulated net unrealized loss on translation of net investment in foreign operations          
Balance, beginning of year  $(735)  $(551)
Net unrealized loss   (495)   (187)
Recognition of CTA loss in Russia   203     
Repurchase of shares under normal course issuer bids [note 17]   9    3 
Balance, end of year   (1,018)   (735)
           
Accumulated net unrealized gain on cash flow hedges [b]          
Balance, beginning of year   24    42 
Net unrealized gains   1    34 
Reclassification of net gain to net income [a]   (20)   (52)
Balance, end of year   5    24 
           
Accumulated net unrealized loss on other long-term liabilities [b]          
Balance, beginning of year   (189)   (224)
Net unrealized gains   82    26 
Reclassification of net loss to net income [a]   6    9 
Balance, end of year   (101)   (189)
           
Total accumulated other comprehensive loss [c]  $(1,114)  $(900)

 

2022 Annual Financial Statements 27

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[a]The effects on net income of amounts reclassified from AOCL, with presentation location, were as follows:

 

   2022   2021 
Cash flow hedges          
Sales  $(15)  $49 
Cost of sales   41    21 
Income tax   (6)   (18)
Net of tax   20    52 
           
Other long-term liabilities          
Cost of sales   (8)   (11)
Income tax   2    2 
Net of tax   (6)   (9)
           
Total gain reclassified to net income  $14   $43 

 

[b]The amount of income tax benefit that has been allocated to each component of other comprehensive loss is as follows:

 

   2022   2021 
Accumulated net unrealized loss on translation of net investment in foreign operations  $4   $4 
Accumulated net unrealized gain on cash flow hedges          
Balance, beginning of year   (8)   (15)
Net unrealized gain (loss)   2    (11)
Reclassification of net loss to net income   6    18 
Balance, end of year       (8)
           
Accumulated net unrealized loss on other long-term liabilities          
Balance, beginning of year   25    35 
Net unrealized loss   (17)   (8)
Reclassification of net gain to net income   (2)   (2)
Balance, end of year   6    25 
           
Total income tax benefit  $10   $21 

 

[c]The amount of other comprehensive gain that is expected to be reclassified to net income during 2023 is $21 million.

 

2022 Annual Financial Statements 28

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

19. FINANCIAL INSTRUMENTS

 

[a]Foreign exchange contracts

 

At December 31, 2022, the Company had outstanding foreign exchange forward contracts representing commitments to buy and sell various foreign currencies. Significant commitments are as follows:

 

   For Canadian dollars   For U.S. dollars   For euros 
Buy
(Sell)
  U.S.
dollar
amount
   Weighted
average
rate
   Peso
amount
   Weighted
average
rate
   U.S
dollar
amount
   Weighted
average
rate
   Czech
Koruna
amount
   Weighted
average
rate
 
2023   22    1.284    7,822    0.044    77    0.855    3,664    0.038 
2023   (711)   0.778    (8)   23.518    (127)   1.130         
2024   18    1.313    4,104    0.043    23    0.870    1,641    0.037 
2024   (397)   0.779            (40)   1.141         
2025   4    1    320    0.045    1    0.941         
2025   (234)   0.780            (16)   1.076         
2026   —                              
2026   (72)   0.782                        
    (1,370)        12,238         (82)        5,305      

 

Based on forward foreign exchange rates as at December 31, 2022 for contracts with similar remaining terms to maturity, the pre-tax gains and losses relating to the Company's foreign exchange forward contracts recognized in other comprehensive income were $69 million and $48 million, respectively [note 18].

 

The Company does not enter into foreign exchange forward contracts for speculative purposes.

 

[b] Financial assets and liabilities

 

The Company's financial assets and liabilities consist of the following:

 

   2022   2021 
Financial assets          
Cash and cash equivalents  $1,234   $2,948 
Accounts receivable   6,791    6,307 
Warrants and public and private equity investments   432    562 
Long-term receivables included in other assets [note 11]   262    184 
   $8,719   $10,001 
Financial liabilities          
Bank Indebtedness  $8   $ 
Long-term debt (including portion due within one year)   3,501    3,993 
Accounts payable   6,999    6,465 
   $10,508   $10,458 
Derivatives designated as effective hedges, measured at fair value          
Foreign currency contracts          
Prepaid expenses  $65   $34 
Other assets   26    11 
Other accrued liabilities   (43)   (12)
Other long-term liabilities   (31)   (8)
   $17   $25 

 

2022 Annual Financial Statements 29

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[c]   Derivatives designated as effective hedges, measured at fair value

 

The Company presents derivatives that are designated as effective hedges at gross fair values in the consolidated balance sheets. However, master netting and other similar arrangements allow net settlements under certain conditions. The following table shows the Company's derivative foreign currency contracts at gross fair value as reflected in the consolidated balance sheets and the unrecognized impacts of master netting arrangements:

 

   Gross   Gross     
   amounts   amounts     
   presented   not offset     
   in consolidated   in consolidated   Net 
   balance sheets   balance sheets   amounts 
December 31, 2022               
Assets  $91   $42   $49 
Liabilities  $(74)  $(42)  $(32)
December 31, 2021               
Assets  $45   $14   $31 
Liabilities  $(20)  $(14)  $(6)

 

[d]Fair value

 

The Company determined the estimated fair values of its financial instruments based on valuation methodologies it believes are appropriate; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies. The methods and assumptions used to estimate the fair value of financial instruments are described below:

 

Cash and cash equivalents, accounts receivable, and accounts payable.

 

Due to the short period to maturity of the instruments, the carrying values as presented in the consolidated balance sheets are reasonable estimates of fair values.

 

Publicly traded and private equity securities

 

The fair value of the Company’s investments in publicly traded equity securities is determined using the closing price on the measurement date, as reported on the stock exchange on which the securities are traded. [Level 1 input based on the GAAP fair value hierarchy.]

 

The Company estimates the value of its private equity securities based on valuation methods using the observable transaction price at the transaction date and other observable inputs including rights and obligations of the securities held by the Company. [Level 3 input based on the GAAP fair value hierarchy.]

 

Warrants

 

The Company estimates the value of its warrants based on the quoted prices in the active market for Fisker's common shares. [Level 2 inputs based on the GAAP fair value hierarchy.]

 

Term debt

 

The Company's term debt includes $65 million due within one year. Due to the short period to maturity of this debt, the carrying value as presented in the consolidated balance sheets is a reasonable estimate of its fair value.

 

2022 Annual Financial Statements 30

 

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

Senior Notes

 

At December 31, 2022, the net book value of the Company's Senior Notes was $3.4 billion and the estimated fair value was $3.1 billion. The net book value of the Company’s Senior Notes due within one year is $589 million. The fair value of our Senior Notes are classified as Level 1 when we use quoted prices in active markets and Level 2 when the quoted prices are from less active markets or when other observable inputs are used to determine fair value.

 

[e]Credit risk

 

The Company's financial assets that are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable, and foreign exchange and commodity forward contracts with positive fair values. Cash and cash equivalents, which consist of short-term investments, are only invested in bank term deposits and bank commercial paper with an investment grade credit rating. Credit risk is further reduced by limiting the amount which is invested in certain major financial institutions.

 

The Company is also exposed to credit risk from the potential default by any of its counterparties on its foreign exchange forward contracts. The Company mitigates this credit risk by dealing with counterparties who are major financial institutions that the Company anticipates will satisfy their obligations under the contracts.

 

In the normal course of business, the Company is exposed to credit risk from its customers, substantially all of which are in the automotive industry and are subject to credit risks associated with the automotive industry. For the year ended December 31, 2022, sales to the Company's six largest customers represented 79% [2021 - 78%] of the Company's total sales; and substantially all of its sales are to customers in which the Company has ongoing contractual relationships. The Company continues to develop and conduct business with newer electric vehicle-focused customers, which poses incremental credit risk due to their relatively short operating histories; limited financial resources; less mature product development and validation processes; uncertain market acceptance of their products/services; and untested business models. These factors may elevate our risks in dealing with such customers, particularly with respect to recovery of: pre-production (including tooling, engineering, and launch) and production receivables; inventory; fixed assets and capitalized preproduction expenditures; as well as other third party obligations related to such items.  As at December 31, 2022, the Company’s balance sheet exposure related to newer electric vehicle-focused customers was approximately $400 million, the majority of which related to Fisker. In determining the allowance for expected credit losses, the Company considers changes in customer's credit ratings, liquidity, customer's historical payments and loss experience, current economic conditions and the Company's expectations of future economic conditions.

 

[f]Currency risk

 

The Company is exposed to fluctuations in foreign exchange rates when manufacturing facilities have committed to the delivery of products for which the selling price has been quoted in currencies other than the facilities' functional currency, and when materials and equipment are purchased in currencies other than the facilities' functional currency. In an effort to manage this net foreign exchange exposure, the Company employs hedging programs, primarily through the use of foreign exchange forward contracts [note 19[a]].

 

[g]Interest rate risk

 

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities. In particular, the amount of interest income earned on cash and cash equivalents is impacted more by investment decisions made and the demands to have available cash on hand, than by movements in interest rates over a given period. In addition, the Company is not exposed to interest rate risk on its term debt and Senior Notes as the interest rates on these instruments are fixed.

 

[h]Equity price risk

 

Public equity securities and warrants

 

The Company's public equity securities and warrants are subject to market price risk due to the risk of loss in value that would result from a decline in the market price of the common shares or underlying common shares.

 

2022 Annual Financial Statements 31

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

20.CONTINGENCIES

 

From time to time, the Company may become involved in regulatory proceedings, or become liable for legal, contractual and other claims by various parties, including customers, suppliers, former employees, class action plaintiffs and others. On an ongoing basis, the Company attempts to assess the likelihood of any adverse judgments or outcomes to these proceedings or claims, together with potential ranges of probable costs and losses. A determination of the provision required, if any, for these contingencies is made after analysis of each individual issue. The required provision may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

 

The Company's policy is to comply with all applicable laws, including antitrust and competition laws. Based on a previously completed global review of legacy antitrust risks which led to a September 2020 settlement with the European Commission and a June 2022 settlement with Brazil’s federal competition authority involving in both cases the supply of closure systems, Magna does not currently anticipate any material liabilities. However, we could be subject to restitution settlements, civil proceedings, reputational damage and other consequences, including as a result of the matters specifically referred to above.

 

21.BUSINESS COMBINATIONS

 

[a]Magna Yuma

 

On September 11, 2022, Magna invested $25 million in Yulu Mobility, an electrified mobility provider in India and together with Yulu Mobility established a new battery swapping entity, Magna Yuma, to support electrification of mobility and required infrastructure. Under the terms of the arrangement, Yulu Mobility contributed certain assets and intellectual property for a 49% interest in Magna Yuma and Magna contributed cash of $52 million for a 51% controlling interest in Magna Yuma.

 

The investment in Yulu Mobility has been recorded in investments on the consolidated balance sheets. The investment in Magna Yuma was accounted for as a business combination and resulted in the recognition of fixed assets of $2 million, goodwill of $20 million, intangible assets of $33 million, deferred tax liabilities of $8 million and non-controlling interests of $47 million.

 

[b]Veoneer

 

During the fourth quarter of 2022, the Company entered into an agreement to acquire Veoneer's Active Safety business. The purchase price is $1.525 billion, subject to working capital and other customary purchase price adjustments. The transaction is subject to customary closing conditions and certain regulatory approvals, and is expected to close near mid-year 2023.

 

22.SEGMENTED INFORMATION

 

[a]Magna is a global automotive supplier which has complete vehicle engineering and contract manufacturing expertise, as well as product capabilities which include body, chassis, exterior, seating, powertrain, active driver assistance, electronics, mirrors & lighting, mechatronics and roof systems. Magna also has electronic and software capabilities across many of these areas.

 

The Company is organized under four operating segments: Body Exteriors & Structures, Power & Vision, Seating Systems and Complete Vehicles. These segments have been determined on the basis of technological opportunities, product similarities, and market and operating factors, and are also the Company's reportable segments.

 

The Company's chief operating decision maker uses Adjusted Earnings before Interest and Income Taxes ["Adjusted EBIT"] as the measure of segment profit or loss, since management believes Adjusted EBIT is the most appropriate measure of operational profitability or loss for its reporting segments. Adjusted EBIT is calculated by taking Net income and adding back Income taxes, Interest expense, net, and Other expense, net.

 

The accounting policies of each segment are the same as those set out under "Significant Accounting Policies" [note 1]. All intersegment sales and transfers are accounted for at fair market value.

 

2022 Annual Financial Statements 32

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[a]The following tables show segment information for the Company's reporting segments and a reconciliation of Adjusted EBIT to the Company's consolidated income before income taxes:

 

   2022 
               Depreciation   Equity 
   Total   External   Adjusted   and   loss 
   sales   sales   EBIT   amortization   (income) 
Body Exteriors & Structures  $16,004   $15,763   $843   $706   $10 
Power & Vision   11,861    11,636    471    504    (77)
Seating Systems   5,269    5,252    99    84    (15)
Complete Vehicles   5,221    5,180    235    107    (10)
Corporate & Other [i]   (515)   9    14    18    3 
Total Reportable Segments  $37,840   $37,840   $1,662   $1,419   $(89)

 

   2021 
               Depreciation   Equity 
   Total   External   Adjusted   and   loss 
   sales   sales   EBIT   amortization   (income) 
Body Exteriors & Structures  $14,477   $14,196   $820   $743   $13 
Power & Vision   11,342    11,129    738    554    (134)
Seating Systems   4,891    4,851    152    92    (9)
Complete Vehicles   6,106    6,057    287    103    (10)
Corporate & Other [i]   (574)   9    67    20    (8)
Total Reportable Segments  $36,242   $36,242   $2,064   $1,512   $(148)

 

   2022 
               Fixed   Fixed 
   Net           assets,   asset 
   assets   Investments   Goodwill   net   additions 
Body Exteriors & Structures  $7,168   $6   $448   $4,557   $928 
Power & Vision   6,104    728    1,198    2,569    544 
Seating Systems   1,377    143    260    486    101 
Complete Vehicles   632    95    105    471    94 
Corporate & Other   802    457    20    90    14 
Total Reportable Segments  $16,083   $1,429   $2,031   $8,173   $1,681 

 

   2021 
               Fixed   Fixed 
   Net           assets,   asset 
   assets   Investments   Goodwill   net   additions 
Body Exteriors & Structures  $7,349   $15   $471   $4,599   $711 
Power & Vision   6,066    735    1,269    2,620    522 
Seating Systems   1,379    147    270    485    73 
Complete Vehicles   623    93    112    501    54 
Corporate & Other   813    603        88    12 
Total Reportable Segments  $16,230   $1,593   $2,122   $8,293   $1,372 

 

[i]Included in Corporate and Other Adjusted EBIT are intercompany fees charged to the automotive segments.

 

2022 Annual Financial Statements 33

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[b]The following table reconciles Net income from operations to Adjusted EBIT:

 

   2022   2021 
Net Income  $641   $1,553 
Add:          
Interest expense, net   81    78 
Other expense, net   703    38 
Income taxes   237    395 
Adjusted EBIT  $1,662   $2,064 

 

[c]The following table shows Net Assets for the Company's reporting segments:

 

   2022   2021 
Total Assets  $27,789   $29,086 
Deduct assets not included in segment net assets:          
Cash and cash equivalents   (1,234)   (2,948)
Deferred tax assets   (491)   (421)
Long-term receivables from joint venture partners   (14)   (15)
Deduct liabilities included in segment net assets:          
Accounts payable   (6,999)   (6,465)
Accrued salaries and wages   (850)   (851)
Other accrued liabilities   (2,118)   (2,156)
Segment Net Assets  $16,083   $16,230 

 

[d]The following table aggregates external revenues by customer as follows:

 

   2022   2021 
General Motors  $5,903   $4,884 
BMW   5,243    5,680 
Stellantis   5,013    4,683 
Daimler AG   4,953    5,032 
Ford Motor Company   4,904    4,205 
Volkswagen   3,872    3,717 
Other   7,952    8,041 
   $37,840   $36,242 

 

2022 Annual Financial Statements 34

 

 

MAGNA INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[All amounts in U.S. dollars and all tabular amounts in millions, except per share figures, unless otherwise noted]

 

[e]The following table summarizes external revenues and long-lived assets by geographic region:

 

   External Sales   Fixed Assets, Net 
   2022   2021   2022   2021 
North America                    
United States  $9,648   $8,612   $1,860   $1,686 
Canada   4,870    4,253    921    960 
Mexico   4,393    3,833    1,260    1,210 
    18,911    16,698    4,041    3,856 
Europe                    
Austria   6,617    7,661    737    771 
Germany   3,800    3,989    832    972 
Czech Republic   1,024    931    307    274 
Poland   695    610    224    220 
France   381    262    61    58 
Italy   357    296    223    237 
Spain   351    331    75    79 
United Kingdom   343    344    163    208 
Turkey   305    293    7    6 
Slovakia   206    204    299    273 
Russia   81    371        110 
Other Europe   135    139    203    208 
    14,295    15,431    3,131    3,416 
Asia Pacific                    
China   3,901    3,534    851    875 
India   228    147    82    83 
Other Asia Pacific   38    21    7    7 
    4,167    3,702    940    965 
Rest of World   467    411    61    56 
   $37,840   $36,242   $8,173   $8,293 

 

23.SUBSEQUENT EVENT

 

NORMAL COURSE ISSUER BID

 

Subsequent to December 31, 2022, the Company purchased 151,377 Common Shares to satisfy stock-based compensation awards under our existing normal course issuer bid for cash consideration of $8 million.

 

2022 Annual Financial Statements 35